Offer Acceptance Time definition

Offer Acceptance Time is defined in Section 1.1(h) of the Agreement.

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Offer Acceptance Time is defined in Section 6.1(b) of the Agreement.

Offer Acceptance Time has the meaning set forth in Section 2.1(b).

Examples of Offer Acceptance Time in a sentence

• The Company, and the Company Board, shall, to the extent necessary, take appropriate action, prior to or as of the Offer Acceptance Time, to approve, for purposes of Section 16(b) of the Exchange Act, the disposition and cancellation or deemed disposition and cancellation of Shares and Company Stock Awards in the Transactions by applicable individuals and to cause such dispositions and/or cancellations to be exempt under Rule 16b-3 promulgated under the Exchange Act.

• Parent has and will have, at the Offer Acceptance Time and Effective Time, cash or cash equivalent resources in immediately available funds in an amount sufficient to consummate the Transactions, including to pay the aggregate Offer Price at the Offer Acceptance Time and the aggregate Merger Consideration at the Closing, to make payments pursuant to Section 2.8 and to pay all related fees and expenses.

• Unless required by applicable Law, this Section 6.5 may not be amended, altered or repealed after the Offer Acceptance Time in such a manner as to adversely affect the rights of any Indemnified Person or any of their successors, assigns or heirs without the prior written consent of the affected Indemnified Person.

• Following the Offer Acceptance Time, assuming satisfaction of the Minimum Condition and the accuracy of the representations and warranties set forth in Section 4.8, no vote of the holders of any class or series of the Company’s capital stock will be required in order to adopt this Agreement and the Merger.

• If, between the date of this Agreement and the Offer Acceptance Time, the outstanding Common Share or Series A Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Common Share Offer Price and/or Series A Offer Price, as applicable, shall be appropriately adjusted.

More Definitions of Offer Acceptance Time

Offer Acceptance Time means the time at which Merger Sub accepts, for the first time, for payment the Shares validly tendered and not properly withdrawn pursuant to the Offer and satisfying the Minimum Condition.

Offer Acceptance Time. “Offer Acceptance Time” is defined in Section 7.1(b) of this Agreement.

Offer Acceptance Time means the first time Purchaser accepts for payment Shares validly tendered and not properly withdrawn pursuant to the Offer.

Offer Acceptance Time is defined in Section 1.1(b).

Offer Acceptance Time if the Company has received a written Acquisition Proposal (which Acquisition Proposal did not arise out of a breach of Section 5.3) from any Person that has not been withdrawn and after consultation with outside legal counsel and financial advisors, the Company Board shall have determined, in good faith, that such Acquisition Proposal is a Superior Offer, (x) the Company Board may make a Company Adverse Change Recommendation or (y) the Company may terminate this Agreement pursuant to Section 8.1(f) to enter into a Specified Agreement with respect to such Superior Offer, in each case, if and only if: (A) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to do so would reasonably constitute a breach of the fiduciary duties of the Company Board to the Company’s stockholders under applicable Legal Requirements; (B) the Company shall have given Parent prior written notice of its intention to consider making a Company Adverse Change Recommendation or terminate this Agreement pursuant to Section 8.1(f) at least four business days prior to making any such Company Adverse Change Recommendation or termination (a “Determination Notice”) (which notice shall not constitute a Company Adverse Change Recommendation or termination); and (C) (1) the Company shall have provided to Parent information with respect to such Acquisition Proposal in accordance with Section 5.3(d), (2) the Company shall have given Parent the four business days

Offer Acceptance Time shall have the meaning set forth in Section ‎3.2.2.

Offer Acceptance Time. “Offer Acceptance Time” is defined in Section 6.1(b).